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DJ MiLOC Group Limited Issue of Convertible Bond

TIDMML.P

RNS Number : 5911E

MiLOC Group Limited

19 July 2016

MiLOC GROUP LIMITED ("MiLOC" or "the Company")

Issue of Convertible Bond

MiLOC Group Limited (the "Company" or the "Listco") announces that on 19 July 2016, it entered into an agreement to issue an unsecured convertible bond (the "Bond") to Murray Investment Fund Company Limited (the "Investor"). The Investor has agreed to subscribe in cash for the Bond for a principal amount of USD$650,000 (approximately GBP482,207) (the "Principal amount").

The Bond will be subject to an Automatic Exchange, as defined below, or will otherwise be redeemable at maturity for the Redemption Price. If the Bond qualifies for Automatic Exchange, it will convert into ordinary shares (the "Underlying Shares") in the Listco or the entity which will be listed on the Standard Listing of the Main Board of the London Stock Exchange (the "LSE") and which will subsume the businesses of the Listco after the Listco is delisted from the ISDX ("ISDX").

The proceeds of USD$650,000 from the issue of the Bond will be used for general working capital purposes.

The principal terms of the agreement are summarised below.

 
 Instrument           the Bond, convertible into 
  and                  the Underlying Shares, ranking 
  Underlying           pari passu with all outstanding 
  Shares:              ordinary shares of the Listco 
 
 Maturity Date:       19 January 2018 
 
 Coupon:              Zero percent (0%) per annum 
                       for the first twelve months, 
                       and thereafter six percent 
                       (6%) per annum payable half 
                       yearly in arrears 
 
 Exchange Price:      The Bond shall be convertible 
                       into the Underlying Shares 
                       at an Exchange Price which 
                       is calculated at a twenty per 
                       cent. (20%) discount to the 
                       estimated pricing of the Listco's 
                       shares in the IPO (the "Agreed 
                       Pricing") 
 
 Redemption:          At Maturity, if not already 
                       exchanged into the Underlying 
                       Shares 
 
 Redemption           United States dollars Six hundred 
  Price:               and Sixty Nine Thousand Five 
                       Hundred (USD669,500), being 
                       a three percent (3%) premium 
                       over the Principal Amount 
 
 Automatic Exchange            The Bond shall be automatically 
  :                             exchanged into the Underlying 
                                Shares on the earliest of: 
                                (i) Fourteen (14) calendar 
                                days before the scheduled date 
                                of the QIPO 
                                (ii) At the request of the 
                                LSE 
                                (iii) Upon mutual agreement 
                                between the Parties on the 
                                Maturity Date of the Bond. 
 
                                A qualified IPO (the "QIPO"), 
                                defined as offering of all 
                                ordinary shares of the Listco 
                                (including the Underlying Shares) 
                                in an IPO on the LSE. 
 
 

For further information, please contact:-

 
ONG Ban Poh Michael - Chief        Tel: +852 2110 
 Executive Officer, MiLOC           4221 
Ronnie CHOI - Chief Financial      Tel: +852 2110 
 Officer, MiLOC                     4221 
Philip Secrett, Jamie Barklem      Tel: +44 (0)20 
 or Carolyn Sansom                  7383 5100 
 Grant Thornton UK LLP (Corporate 
 Adviser) 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 19, 2016 05:46 ET (09:46 GMT)